AMENDMENT TO LEASE AGREEMENT



 Exhibit 10.49 
  
 Amendment No. 2 to Lease 
  
 THIS AGREEMENT made this 24th day of April, 2003 by and between EWE WAREHOUSE INVESTMENTS V., LTD., as LESSOR and MERRIMACK SERVICES CORPORATION dba PC CONNECTION SERVICES, as Lessee located at 2907-2931 Old State Route 73,
Wilmington, Ohio 45117. 
  
 W I T N E S S E T H: 
  
 WHEREAS, Lessor and Lessee entered into a Lease dated May 13, 1993, as
amended June 19, 2001, and 
  
 INASMUCH AS, Lessee desires to
combine the two Leases currently in place for a total of 102,400 square feet of Lease Premises in the building into one Lease, this Lease of approximately 32,000 square feet shall be amended to expand the Leased Premises, extend the term, revise the
rent and modify the Option to Renew. 
  
 NOW THEREFORE, the Lease
is amended as follows. 
  

	 	1.	Commencing on October 1, 2003, the Lessee shall lease an additional 70,400 square feet at 2841-2901 Old State Route 73, Wilmington, Ohio 45177. The Lessee shall then occupy a
revised total of approximately 102,400 square feet of Leased Premises at 2841-2931 Old State Route 73, Wilmington, Ohio 45177, as shown on Exhibit “A”, hereto attached. Therefore, upon the full execution and commencement of this Lease
Amendment No. 2, the Lease dated August 12, 1991, as amended May 1, 1992, October 18, 1992, and June 19, 2001 and as assigned December 13, 1999, for the Premises consisting of 70,400 square feet at 2841-2901 Old State Route 73, Wilmington, Ohio
45177 shall simultaneously terminate and Lessee shall have no further obligations under such Lease except for outstanding receivables, if any. 









	 	2.	Lessee warrants that Lessee has accepted and is now in possession of the Revised Premises and that the Lease is valid and presently in full force and effect. Lessee accepts the
Premises in its present “as is” condition. 

  

	 	3.	Article 1. TERM. shall be revised as follows. 

  
 Effective October 1, 2003, the term of this Lease shall be extended for an additional two (2) years, two (2) months for a total term of twelve (12) years,
two (2) months, commencing October 1, 1993 and ending November 30, 2005, both dates inclusive. 
  

	 	4.	Article 3. RENT. Shall be revised as follows. 

  
 For the two (2) month period of October 1. 2003 through November 30, 2003, the Lessee shall occupy the 102,400 square feet of Revised Leased Premises
“rent free”. 
  
 For the period commencing December 1,
2003 and ending November 30, 2005, the Lessee shall pay to the Lessor as Annual Rent for the Revised Leased Premises the sum of FIVE HUNDRED TWENTY-TWO THOUSAND TWO HUNDRED FORTY AND 00/100 DOLLARS ($522,240.00) which shall be paid in equal monthly
installments of FORTY-THREE THOUSAND FIVE HUNDRED TWENTY AND 00/100 DOLLARS ($43,520.00), due and payable on the first day of each month in advance, without demand. 
  
 Checks should be made payable to EWE Warehouse Investments V, Ltd. and sent to c/o Easton & Associates, 10165 N.W.
19th Street, Miami, Florida 33172. 
  

	 	5.	Article 20. NOTICE shall be revised as follows. 

  
 All notices under this Lease may be personally delivered; sent by courier service, with receipt; or mailed to the address shown by certified mail, return
receipt requested. The effective date of any mailed notice shall be one (1) day after delivery of the same to the United States Postal Service. 
  
 Lessor:   EWE Warehouse Investments V, Ltd. 
  
 Mail:       c/o Miller-Valentine Realty, Inc. 
                 P.O. Box 744 
                 Dayton, Ohio 45401-0744 
  
 Courier: 4000 Miller-Valentine Court 
                 Moraine, Ohio 45439 







 cc:         EWE Warehouse Investments V, Ltd.

               c/o Easton & Associates

               10165 N.W. 19th Street 
               Miami, Florida 33172 
  
 Lessee: Merrimack Services Corporation 
               dba PC Connection Services 
  
 Mail:     Attn: Robert Pratt 
               M/S F-555 730 Milford Road, #101A 
               Merrimack, NH 03054 
  
 Either party may from time to time designate in writing other addresses.

  

	6.	OPTION TO RENEW shall be amended as follows. 

  
 Lessee is hereby granted an option to renew this Lease for an additional term of two (2) years on the same terms and conditions contained herein except
for the rental and the length of the term, upon the conditions that: 
  
 a. written notice of the exercise of such option shall be given by Lessee to Lessor not less than one hundred eighty (180) days prior to the end of the term of this Lease (by May 31, 2005); and 
  
 b. at the time of the giving of such notice and at the expiration of the term
of this Lease, there are no defaults in the covenants, agreements, terms and conditions on the part of Lessee to be kept and performed, and all rents are and have been fully paid. Provided also, that the rent to be paid during each year of the said
renewal period shall be as determined in accordance with the following: 
  
 Renew Option for the period commencing December 1, 2005 and ending November 30, 2006, Lessee shall pay to the Lessor as Annual Rent for the Leased Premises the sum of FIVE HUNDRED THIRTY-SEVEN THOUSAND SIX HUNDRED AND 00/100 DOLLARS
($537,600.00) which shall be paid in equal monthly installments of FORTY-FOUR THOUSAND EIGHT HUNDRED AND 00/100 DOLLARS ($44,800.00), due and payable on the first day of each month, in advance, without demand. 
  

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 For the period commencing December 1, 2006 and ending November 30, 2007, Lessee shall pay to the Lessor
as Annual Rent for the Leased Premises the sum of FIVE HUNDRED FIFTY-TWO THOUSAND NINE HUNDRED SIXTY AND 00/100 DOLLARS ($552,960.00) which shall be paid in equal monthly installments of FORTY-SIX THOUSAND EIGHTY and 00/100 DOLLARS ($46,080.00), due
and payable on the first day of each month, in advance, without demand. 
  

	 	7.	Except as expressly amended herein, all other terms and conditions of the Lease remain in full force and effect. 

  
 IN WITNESS WHEREOF, the Lessor and Lessee have affixed their signatures to
duplicates of this Amendment, this 21st day of April 2003, as to Lessee and this 24th day of April 2003, as to Lessor. 
  

			
		
	 Signed and acknowledged
 In the presence
of:
	  	 LESSOR: EWE WAREHOUSE INVESTMENTS V, LTD.
                   By: Miller-Valentine Realty, Inc.
                   Its: Managing Agent

		
	 /s/ KELLI L. WILSON    
 Kelli L Wilson 
 Print Name
	  	 By: /s/ ROBERT A. GALLINIS 
         Robert A. Gallinis
 Its: President

		
	 /s/ RITA A. HUGHES 
 Rita A. Hughes

 Print Name
	  	 LESSEE: MERRIMACK SERVICES CORPORATION
                  DBA PC CONNECTION SERVICES

		
	 /s/ ROBERT A. PRATT    
 Robert A. Pratt 
 Print Name
	  	 By: /s/ MARK GAVIN
 Its: CFO



  
  
  

	

  

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 STATE OF OHIO, COUNTY OF MONTGOMERY, SS: 
  
 The foregoing instrument was acknowledged before me this 24th day of April 2003, by Robert A. Gallinis, President of Miller-Valentine Realty, Inc., managing agent for EWE INVESTMENTS V, LTD. 
  
 /s/ RITA A HUGHES 
 Notary Public 
  
 RITA A. HUGHES, Notary Public 
 In and for the State of Ohio 
 My Commission Expires May 4, 2006 
  
 STATE OF NEW HAMPSHIRE, COUNTY OF HILLSBOROUGH, SS: 
  
 The foregoing instrument was acknowledged before me this 21st day of April
2003, by Mark Gavin, the CFO of MERRIMACK SERVICES CORPORATION DBA PC CONNECTION SERVICES, a corporation, on behalf of said corporation. 
  
 /s/ DOLORES R. COLLINS 
 Notary Public 
  
 DOLORES R. COLLINS, Notary Public 
 State of New Hampshire 
 My Commission Expires, January 20, 2004 
  
  

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